STATUTE OF THE ASSOCIATION OF BUSINESS SERVICE LEADERS PART I. General Provisions § 1. Związek Liderów Sektora Usług Biznesowych (Association of Business Service Leaders), hereinafter referred to as the “Association” is an employers’ association whose members are mainly entrepreneurs that carry out activity in the scope of Shared Services Centers, Business Process Outsourcing, IT Outsourcing, Research&Development (“SSC/BPO/ITO/R&D”) in the Republic of Poland. The Association operates under the name: “Związek Liderów Sektora Usług Biznesowych” and may use the following abbreviated name: “ABSL”. § 2. The Association operates on the basis of the Act on Employers’ Organizations, dated 23 May 1991 (Journal of Laws of 1991, No. 55, item 235) and the provisions of this Statute. § 3. The Association operates in the Republic of Poland and abroad. § 4. The Association is based in Warsaw. § 5. The Association is established for an unlimited period of time. § 6. The Association may use a stamp. The Association may establish its distinctive logo as approved by the Strategic Board. PART II. Goals and Tasks § 7. The Association is to perform the statutory goals, and additionally the primary objectives of the Association are (i) to support the business services sector to anchor and expand in Poland through intra-industry collaboration, engagement of authorities and interest groups, and active participation of the Association in shaping all aspects of running SSC/BPO/ITO/R&D businesses, (ii) to carry out actions aimed at the development of the labor market and counteracting unemployment and (iii) representation of interests of the employers affiliated in the Association and (iv) cooperation with local and central authorities to build a positive investment climate for Poland. The Association shall in particular: a. express the opinions of its members on legal regulations in the scope of the principles of conducting business activity, taxation, operation of labor, financial, foreign exchange and trade markets, and any and all regulations pertaining to the business activity carried out by the members of the Association, b. indicate and prepare its own draft of normative acts and opinions in the scope indicated under a, c. prepare and promote recommendations of general terms of carrying out business activity, in particular with respect to the business activity carried out by the members of the Association, d. develop and promote the rules of ethical conduct and integrity in business, e. represent the collective interests of its members towards the public and other employers’ groups, f. initiate and carry out activities which promote the Association and business activity carried out by the members of the Association, g. voice the opinion of its members, as employers, on legal regulations concerning labor, remuneration and employees’ social matters, h. arrange for assistance for its members in solving business and organizational problems connected with the business activity pursued by them, i. help its members to broaden their knowledge and master their professional qualifications. § 8. The Association shall meet its goals and perform its tasks through: a. regular exchange of information, sharing experience and ideas between its members, b. creating teams of experts, commissions and special purpose teams, c. cooperating and sharing experience with local and foreign organizations for entities which carry out similar business activity, d. delegating its representatives, at the request of the state of self-government bodies, to participate in consulting and opinion-forming works, e. taking up initiatives to promote the Association’s activities in the form of holding conferences, meetings, courses, lectures, exhibitions, shows and other actions, f. taking steps if members of the Association act contrary to their knowledge, rules of ethical conduct or good commercial practice, g. publishing activity promoting the Association, its activity and members, h. organizational and business consulting with its members, i. carrying out business activity and using the profit from such activity to pursue statutory goals. The Association’s business activity covers: a. the activity of commercial organizations and employers, b. other consulting in the scope of business activity and management, c. public relations and communication. PART III. Rights and obligations of the members § 9. Members of the Association may include employers, i.e. individuals, legal entities or other organizational units that employ employees and conduct business in the basic activities of the Business Services sectors, promote such activities or provide professional advice to the entities which perform such activities. § 10. Decisions on admitting members are made by the Strategic Board on the basis of a Management Board recommendation following a review of the candidate concerned, subject to § 11 of the statute. An employer who applies for membership in the Association should submit a membership declaration, a document confirming the employer’s legal status and a written undertaking to pay the membership fee on a regular basis. § 11. The Strategic Board may refuse to admit an employer who meets the legislative and statutory requirements, only if the refusal is based on circumstances which indicate that the admittance of the member could expose the Association to material or moral damage. In case of refusal, the applicant is entitled to appeal against the refusal to the Audit Committee, within 30 days of the date of delivery of the refusal. The resolution of the Audit Committee which allows the appeal shall substitute for the Strategic Board’s decision. § 12. A member of the Association who is an individual performs his or her rights and obligations personally. A member of the Association which is a legal entity or other organizational unit is represented by individuals, in accordance with the rules of representations, or persons appointed by them. § 13. Members of the Association or their representatives are entitled to: participate in all forms of the Association’s activity, use any form of assistance provided by the Association. § 14. A member of the Association shall: comply with the statute, rules and resolutions adopted by the governing bodies of the Association, contribute towards the achievement of the statutory objectives and tasks of the Association, comply with the rules of business ethics and good commercial practices, act and conduct himself/herself in a way which maintains the good name of the Association, at the members’ discretion provide the Association with information which is necessary for its activity, members are obligated to support the Association by providing expert knowledge in the areas of their specialization or competence free of charge, to a reasonable extent, provided they can reconcile the provision of such service with their current activity as a member, and the provision of such services is not contrary to his/her internal rules. § 15 Membership of the Association shall terminate in the following cases: a member has been removed from the Association on the basis of a resolution adopted by the General Assembly due to the fact that such member persistently violates the obligations of a member of the Association, a member has been struck off the list of members by the Strategic Board after: a. such member has voluntarily withdrawn from the Association, subject to a prior one-month written notice of termination of the membership, b. such member conducts activity which is contrary to the rules of ethics or good commercial practices, c. such member has ceased to conduct business activity or has been struck off the relevant registers, d. such member has failed to pay the membership fees for at least three months, despite being requested in writing to do so. wind-up of the Association. A resolution of the Strategic Board regarding the removal of a member shall be adopted by a 2/3 majority of votes of those present. § 16. A member who is struck off the list of members has the right to appeal within 30 days from the day on which such member is informed of being struck off. Such appeal may be submitted to the Audit Committee. For such appeal to be accepted and for an appellate procedure to be launched, all outstanding membership fees, if any, must be paid. § 17. Individuals and legal persons and entities not having a legal personality who have made a particularly great contribution towards the promotion of the activities of the Association, General Assembly or the other bodies of the Association may be awarded the title of “Honorary Member of the Association”. The rules regulating the award of the title of “Honorary Member of the Association” are adopted by the Strategic Board and approved by the General Assembly. PART IV. Governing Bodies of the Association § 18. The Governing Bodies of the Association are: General Assembly, Strategic Board, Management Board, Audit Committee. § 19. Members of the Strategic Board and Audit Committee are elected by the General Assembly. Members of the Strategic Board and Audit Committee are elected in a secret ballot. Terms of office of members of the Strategic Board and Audit Committee shall expire on the day of the General Assembly which ends their two-year term of office, unless they are previously removed or retire. Individuals who perform functions in the Strategic Board and the Audit Committee shall perform their functions until the end of their term of office, even when the membership in the Association of the entity they represent has terminated or they have ceased to be employees/members of the governing bodies of such entity. The Strategic Board or, respectively, the Audit Committee resolution validating the continuation of the term of office shall be adopted. The elections to the Strategic Board and the Audit Committee shall be governed according to the by-laws approved by the General Assembly. Where there exists a conflict between the interests of the Association and those of a member of any of the governing bodies of the Association, his/her spouse, relatives or relations up to the second degree and persons with whom he has personal relations, the member of such governing body shall disclose the conflict of interests and withhold from deciding such matters. PART V. General Assembly § 20. The General Assembly is the supreme governing body of the Association and consists of all Members of the Association. The General Assembly may be held as an Ordinary General Assembly or an Extraordinary General Assembly. Each Member of the Association is entitled to one vote at the General Assembly. § 21. The Ordinary General Assembly is convened by the Management Board and held on an annual basis, no later than by 30 June. If the Ordinary General Assembly is not convened within such date, the Audit Committee has the right to convene it. The following matters should be on the agenda of the Ordinary General Assembly: a. examination and adoption of the joint report of the Strategic Board and the Management Board, b. examination and adoption of the Audit Committee’s report, c. examination and approval of the financial statements for the previous financial year, d. profit distribution and loss coverage, e. discharging the Association’s authorities from their duties. The place, date and the agenda of the meeting is notified by the Management Board to the members by registered mail, sent no later than 14 days before the scheduled date of the General Assembly. The above notification can also be sent to members’ e-mail addresses, if the members consented thereto, providing the address for such notifications. Motions from the members concerning a change in or adding new points to the agenda should be filed with the Management Board no later than 5 days before the date of the General Assembly. If new points are added to the agenda as described under section 4, the Management Board notifies the members of the Association invited to the General Assembly of such addition, at least 2 days before the holding of the General Assembly. The General Assembly may adopt resolutions in matters not covered by the agenda only if a motion to add such new points to the agenda is supported by at least 3/4 of the votes of those present. § 22. The Extraordinary General Assembly may be convened by the Management Board on its own initiative or at the request of the Audit Committee or by way of a written motion filed by at least 20% of members of the Association. The Audit Committee has the right to convene an extraordinary General Assembly, whenever the Audit Committee deems it advisable and when the Management Board fails to convene the General Assembly within 14 days of filing the motion for such a convention. The provisions of § 21.3-6 shall apply accordingly. § 23. Resolutions of the General Assembly are adopted by a simple majority of votes cast, unless the Statute provides for a qualified majority. Unless the provisions of this Statute provide otherwise, the General Assembly meeting shall be valid irrespective of the number of members represented. A secret ballot is required in the election and dismissal of governing bodies and on a motion filed by at least 5 members. Except for the governing bodies elections, each member may cast its vote at the General Assembly meeting electronically (by e-mail), if a given member provides an e-mail address to which the draft resolutions should be sent and from which the member will cast its vote. Consent – once granted – cannot be withdrawn. In such case, the draft resolution with the voting card shall be provided to the email addresses of all those members. When calculating the quorum and the voting results, votes cast by email which the Association receives no later than midnight (00:00) of the day preceding the General Assembly are counted. A vote cast in a way other than on a voting card shall be invalid. Once cast, the vote may not be changed. § 24. The competences of the General Assembly, apart from the ones specified by the other provisions hereof, include: adoption of amendments to the statute of the Association, election of the Strategic Board and Audit Committee members; adoption of regulations on the elections of the governing bodies of the Association and the regulations of the General Assembly, approval of annual financial statements and joint activity reports of the Strategic Board and the Management Board and activity reports of the Audit Committee, discharging the formal authorities of the members of the Association from their duties. PART VI. Strategic Board § 25. The Strategic Board is responsible for determining strategy, mission and the principles of the Association. The responsibilities of the Strategic Board include: a. setting priorities and authorizing programs run by the Association, b. approving the annual budget plan, c. supervising and providing leadership and guidelines to the Management Board, d. ensuring effective organizational planning, e. ensuring fundraising strategies, f. ensuring membership development and retention strategies, g. appointing the non-Strategic Board members of the Management Board, h. delegating Strategic Board members to the Management Board to work actively within the Management Board, i. approval of the Management Board’s composition by the newly-elected Strategic Board, j. giving a recommendation to the newly-elected Strategic Board on the priorities, focus areas and required roles and fields of expertise in order to ensure the continuity of the Association, k. inviting candidates to the Advisory Council; l. approving by-laws of the Management Board In order to perform its tasks the Strategic Board may review each type of activity of the Association, demand explanations from the Management Board, and review and verify books and documents. The Strategic Board consists of not less than seven (7) and not more than thirteen (13) individuals elected by the General Assembly including Honorary President(s) of the Strategic Board. The term of office of a member of the Strategic Board is 2 years, unless a resolution of the General Assembly on the appointment of a member of the Strategic Board provides for a different term of office. The elected Strategic Board shall promptly, but no later than 1 month after the General Assembly has been held, hold its first meeting in order to: a. assign specific areas of activities to individual members of the Strategic Board; b. elect from among its members, by a simple majority, the President of the Strategic Board; c. delegate its 2 members to the Management Board and d. appoint/select/ hire/ validate non-Strategic Board members of the Management Board. The Strategic Board is chaired by the President of the Strategic Board. The meetings of the Strategic Board shall be held at least once every two months. Resolutions of the Strategic Board are adopted by a simple majority of votes in the presence of at least half of its members; in the event of the votes being equal, the vote of the President of the Strategic Board will be decisive. The Strategic Board may adopt written resolutions in a circular way. Such written resolutions may be included in one document or in several documents with identical wording and shall be signed by at least a majority of the Strategic Board members, which is required to adopt a given resolution. The Strategic Board may also adopt resolutions electronically (by e-mail), if all Strategic Board members consent to such a form of adopting resolutions and have provided their e-mail address to which the draft resolutions should be sent. In such case, the draft resolution shall be provided to all the Strategic Board members to the e-mail address provided by each of the Strategic Board members. The resolution shall be adopted if all Strategic Board members consent to its adoption within 7 days from the receipt of the draft resolution, whereas the consent should be granted electronically from the e-mail address provided by each of the Strategic Board members. Consent – once granted – cannot be withdrawn. A resolution adopted in a such way shall be included in the minutes drafted and signed by the President of the Strategic Board with the emails attached. Members of the Strategic Board do not receive remuneration for their work. Every former President of the Association is invited post cadence to be an Honorary President of the Strategic Board who has a voting right. § 26. If (i) a vacancy on the Strategic Board occurs or there is a justified need to appoint an additional member to the Strategic Board and (ii) no General Assembly meeting is held within 2 months following the event which caused the vacancy or a justified need to appoint an additional member to the Strategic Board, the Strategic Board may appoint a new member to the Strategic Board by way of a Strategic Board resolution. The appointment of a new member of the Strategic Board in the manner described in point 1 above must be approved by the General Assembly in a resolution adopted at the next General Assembly meeting, not later than 6 months after the adoption of a resolution by the Strategic Board referred to in point 1 above. In the event of a lack of approval by the General Assembly of a newly appointed member of the Strategic Board, the mandate of the Strategic Board member appointed in the manner described in point 1 above expires (i) on the date of the adoption of the General Assembly resolution disagreeing with his/her appointment, or (ii) after the lapse of the 6-month period referred to in above. The Strategic Board has a right to revoke its member by a resolution adopted by a 2/3 majority of votes in the presence of all Strategic Board members (except for a member who is being evaluated) in the event that the Strategic Board member is not fulfilling his/her obligations as a Strategic Board member and/or significantly violates the Statute and by-law provisions. The revoked Strategic Board member has the right to appeal to the Audit Committee within 14 days from the day on which such member is informed of the adoption of such resolution. The Audit Committee’s decision is final. PART VII. Management Board § 27. The Management Board consists of 3 to 5 individuals, when two of them are delegated from among the Strategic Board members and the rest of them are appointed/ selected by the Strategic Board. The Management Board members are appointed for an indefinite period and their membership may be revoked at any time by a Strategic Board resolution. Vacancies arising for any reason shall be filled on a timely basis in order to ensure the proper functioning of the Association. The Management Board is chaired by the Chairperson (Przewodniczący/-a) of the Management Board, who is appointed from the Strategic Board’s delegated members. Non-Strategic Board delegated members of the Management Board are remunerated for their work. § 28. The Management Board shall manage the operations of the Association in their entirety. The Management Board is responsible for decision-making in all matters not reserved for the exclusive competence of the Strategic Board, the General Assembly or the Audit Committee. Each member of the Management Board may, without a prior resolution of the Management Board, manage the affairs which do not exceed the ordinary affairs of the Association. However, if prior to the conclusion of any matter referred above, at least one of the remaining members of the Management Board objects to its conclusion or if the matter falls outside the ordinary affairs of the Association, a resolution of the Management Board shall be required. The rules included in § 25 point 9-11 shall apply accordingly to the resolutions adopted by the Management Board. The Management Board shall be responsible in particular for: a. managing the day-to-day business and operations of the Association, b. translating strategy into operational plans, c. ensuring organizational structure and procedures, d. financial management and planning, e. maintaining and growing membership and partnerships, f. ensuring funds for project and programs, g. supervising and evaluating staff, h. long-range planning, i. cooperation with the Strategic Board, Members and staff, j. managing of the Association’s assets, k. establishing the principles of remuneration of the Association’s employees/contractors upon final approval of the Strategic Board. § 29. As the need arises, the Management Board may establish ad hoc standing problem committees, local chapters, etc., which are auxiliary bodies of the Management Board for the purposes of developing and implementing specific tasks. PART VIII. Audit Committee § 30. The Audit Committee consists of 3 members appointed and dismissed by the General Assembly. The term of office of members of the Audit Committee is 2 years unless a resolution of the General Assembly on the appointment of a member of the Strategic Board provides for a different term of office. The chairperson of the Audit Committee or an Audit Committee member appointed by him/her may participate in the meetings of the Management Board in an advisory capacity. Members of the Audit Committee may not perform other functions within the Association. Members of the Audit Committee do not receive remuneration for performing their functions. The provisions of § 26.1-3 shall apply accordingly. § 31. The Audit Committee is responsible for: a. conducting current and annual audits of the financial matters of the Association, b. presenting to the General Assembly conclusions arising under the audits and requiring from the Management Board and the Strategic Board necessary clarifications as to the operations of the Association, c. presenting to the General Assembly reports on the audits of the operations of the Association with motions for discharging members of the Management Board and the Strategic Board of the fulfillment of duties. d. issuing opinions in matters associated with the breach of a Statute. Resolutions of the Audit Committee are adopted by at least two of its members. PART IX. Advisory Council The Advisory Council is an advisory body for the governing bodies of the Association, consisting of independent experts representing areas crucial for strengthening the Association’s position. The Advisory Council’s responsibilities are: a. creating and nurturing X-industry connections, b. broadening the network, c. providing insights from an external viewpoint, d. sector advocacy and advisory. The Strategic Board invites candidates to the Advisory Council. The candidates to the Advisory Board shall be true experts in one or more key domains important for the Association (ex. Academia, Talent Development, Real Estate, Start-ups, Non-Governmental organization, Technical Experts, Thought Leaders, Industry Experts) and shall be recommended for a specific scope / focus area by the Strategic Board. The Advisory Council members work individually with the Strategic Board and Management Board. PART X. Rules of representation of the Association § 32. Two members of the Management Board acting jointly are authorized to represent the Association, contract financial obligations on behalf of the Association and make declarations of will on behalf of the Association. PART XI. Financial matters and assets § 33. The assets of the Association consist of: membership fees, grants, donations, inherited estates and bequests, inflows from commercial activity and income generated on the assets of the Association. The amount of the membership fee is established by the Strategic Board. PART XII. Statute amendments, dissolution and liquidation of the Association § 34. A resolution of the General Assembly on an amendment to the statute, dissolution and liquidation of the Association requires a majority of 2/3 of the votes cast in the presence of delegates representing at least half of the Members of the Association. In case of the dissolution and liquidation of the Association, the assets which remain once the creditors have been satisfied shall be allotted for social purposes, specified in more detail in the resolution on liquidation. The members of the Management Board shall act in the capacity of the liquidators of the Association, unless otherwise indicated by the General Assembly. Once the liquidation has been completed, the liquidators shall present a liquidation report to the General Assembly and upon its approval they shall apply to the court for deleting the Association from the National Court Register. PART XIII Interim provisions § 35. In order to ensure the continuity of the Association and transition in to the new structure of the Association envisaged in the new Statute, the following rules will apply till the end of 2017: the existing General Meeting, the Audit Committee and the Management Board will continue to exist and work till December 31, 2017; the new Management Board and the Audit Committee starts work from January 1, 2018; the new Election by-laws apply to the elections of the Strategic Board and Audit Committee of 2018-2019 cadence with the following exceptions: a. the Strategic Board and Audit Committee of 2018-2019 cadence will be elected by the General Meeting existing under the previous Statute; b. as since the entry into force of the new Association Statute, all categories of membership in the Association cease to exist, including the Founding Members category, the Founding Members entitled to vote during the elections of 2018-2019 cadence will be those Association members who are entitled to vote at the General Meeting of the Association approving the new Statute; c. the existing Management Board members and Chapter Leaders are automatically entitled to run for the election for 2018-2019 cadence without fulfilling the requirement under Article 2 point 2 d. of Elections by-laws. However, they have to provide their consent for running for election.